


Reborn Lust

by Sinfulnature1123



Category: Ben 10 Series
Genre: BDSM, F/M, Incest, Prostitution, Xenophilia
Language: English
Status: Completed
Published: 2019-10-31
Updated: 2020-03-11
Packaged: 2021-01-15 04:16:14
Rating: Explicit
Warnings: Rape/Non-Con, Underage
Chapters: 7
Words: 16,513
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21247328
Author URL: https://archiveofourown.org/users/Sinfulnature1123/pseuds/Sinfulnature1123
Summary: Requested story. After a pyric victory in battle, Gwen's physical body is killed. Reborn as an Anodite, she now requires quite a lot of... attention in order to carry on a normal life.





	1. Chapter 1

Ben was sitting nervously in the back of the RV, unsure and uneasy about what was going to happen when they got to Gwen.

Max had assured him it would be fine. Gwen was still alive. She would just be... a little different. Mind you, that would have been the case no matter what had happened. It had been a few years since they had last seen her.

People change over time. Mind you, most don't return with bodies constructed of magic, but that's this family for ya Ben supposed. It had been a pretty bad fight those years ago. They'd won, but only narrowly, and the combat had left Gwen dead. Well... somewhat.

Her body had died, but it seemed that their grandmother, Verdona, had sensed her life force fading, and had hurried over from across the cosmos. With her help, Gwen was able to free her... Ben supposed soul was the only appropriate word for it, from her physical body, and could live on as an Anodite.

They had left for Anodyne immediately for Gwen to be trained and learn how to handle her new, purely mana body. It had reportedly taken a lot of convincing and persuasion to get Verdona to let her return to earth so early.

Early by Anodite standards at least, it had been a few years now. Apparently Gwen had learned how to construct a human looking body. She was not fully human, and never could be again, but she could disguise herself to live normally once again.

Evidently, in celebration of this, she wanted to go on another road trip with Ben and Max. Verdona had warned Max, and then Max had warned Ben, that Gwen would be returning while in the midst of Anodite puberty.

Ben had been intending to make jokes about this, and had been warming up to lighten the tense mood things had been left on with a hurricane of familial teasing... until Max had explained to him exactly how Anodite puberty differed from human, and then his own embarrassment put him on silent.

Ben didn't say much when Gwen stepped onto the RV. She looked... well, precisely as one would have expected her to look at her age if they hadn't known she had died and returned from mana.

Her body was perhaps a bit... ahem, *healthier* than a normal girl, to the point of turning heads, but there was no way of knowing if that was how Gwen would have grown naturally or not. Thankfully, despite her changes, she was still Gwen, and soon the silence broke and they were talking and bickering like the good old days as Max drove.

Bickering less than normal even, as both had a lot more to talk about from their lives over the last few years and a lot less youthful ignorance now. Ben clammed back up when he saw that Max was taking them to a hotel for their first night of the trip.

He shifted nervously in his seat, remembering what Max had explained to him. More or less, Anodites were all universally lustful, an entire species of nymphomaniacs. Something about having bodies made of pure life energy seemed to flood their brains with desire for more and more pleasure.

Even humans born from Anodites were all without fail known to have sex lives far beyond normal humans, and while Ben refused to hear further details, that fact had evidently been how Gwen's parents had met. Ben was more than likely to have the same kind of amplified sex drive when he started getting into sexual things just from the associated DNA.

Apparently despite their love, it had been Max's inability to properly, ahem, keep up with her that had lead to her leaving. It had been a mutual decision, if not Max actively encouraging her to go, not wanting her to be limited by him.

Their ungodly sex drives could at the very least be controlled with age and practice, and given Gwen's personality, she would certainly be capable of living as a normal, if somewhat more lustful human in time.

But when young, and especially going through their equivalent to puberty, the rushing of instincts and mana through their body left them practically mindless if not kept satisfied.

It had been for this reason that Ben had been warned. Things would be getting somewhat.. interesting over the course of this trip, and while he was in no way obligated to participate if he felt too weird about it, Verdona had confirmed for him that Gwen had already made it clear that she would be happy to have both his and Max's help with it.

It was for this reason Ben simply stared in nervous embarrassment when he saw Gwen make a beeline for their hotel room, knowing that she was, without question, heading in there to masturbate.

She'd made it the few hours it had taken to get here just fine, but even Ben had noticed her starting to squirm as her body grew more heated, needing attention but not wanting to freak Ben out by doing anything yet.

Max assured Ben once again that if he wanted to keep to himself, neither he or Gwen would mind; but it would be a big help, and Gwen would really appreciate it if he did. Ben remained in the RV as Max headed in.

When Max entered the room, he was unsurprised to find Gwen on the bed, her clothing having practically been torn off and thrown haphazardly around the room so she could splay herself out and get to work, a three inch thick, ten inch long dildo she had brought with her already pumping into her needy cunt.

It had only been three minutes since she had left the RV and she was already attempting to drill herself into the ground. She didn't even bat at eye when Max joined her in the room. Any taboos or uneasiness about sex simply had not developed in her mind.

It was a natural, healthy thing, one she had only avoided around Ben for his sake rather than hers. But she had already been told that Max was happy to help her with her needs, and grinned happily when she saw him approaching the bed.

He'd gotten a bit old of course, but there were quite a few perks to his former line of work; and even more so his former partner.

Verdona had already given his body a few... magical enhancements back when they had first been together, and upon Gwen's decision to go with him on a road trip, she had granted even more mana to his body, giving him all the stamina and physical ability he had had in his youth, knowing that even with the twelve inch member she had left him with from before, he would need as much energy as possible to help her.

Max joined her on the bed, Gwen gripping it in anticipation as she felt Max lining up to her wet, hot slit.

Unknown to either of them, Ben was watching from the door, needing to see it believe it wasn't some massive joke at his expensive.

He looked, wide eyed, through the crack in the door as Max thrust into Gwen, the two moaning together as their hips quickly found rhythm with one another and began to shake the bed with their rough movements.

Shameful as it felt, Ben couldn't help the tent forming in his pants as he watched the scene before him. The sound of their moans, the smell of sex, even the human taboo he was feeling over it were all working together to make the show impossibly arousing for him.

Ben hadn't quite believed it when Max had mentioned that even the small connection to the bloodline he had would result in a similar boost in desire. But now, he was certain Max had been right, throbbing painfully as he strained all of his willpower to stop himself taking out his member or worse, stepping in to join them.

Max and Gwen just kept at it, getting faster and rougher where others would have slowed down. Max took hold of Gwen's legs and pushed her into a mating press position, sinking his member to the base inside of her, to her moans of approval as she took it gleefully.

Ben wasn't sure how long they had been at it, but his legs were starting to get as stiff as his member from how long he had been stood there watching, and soon he knew he wasn't gonna be able to stop himself, and took out his member, setting to stroking himself to the show.

Max grunted, putting all of his strength into an even rougher pace as he pounded the redhead into the bed with everything he had.

Thankfully, while she had stamina to outpace most all physical beings, she was more sensitive than most to. It was a side effect of her having rushed the process of making a physical body in order to be able to join the road trip.

Max didn't even try to keep track of how many times she had already cum by the time he reached his first climax; though if she hadn't already reached the double digits, she certainly had did when the sensation of Max's hot, thick release into her cunt set off a chain of peaks in her sexually charged body.

Max pulled out for a break after the first two hours of their fun, ensuring her that he only needed a few minutes to rest before they got back to it.

Gwen understood, though immediately returned to using the toy she had brought, unable to wait that long without some kind of stimulation. Ben had gotten so focused on trying to bring himself over the edge by this point that he didn't even notice Max coming to the door until he had opened it and found him.

Ben reflexively expected him to be angry or embarrassed, but given the circumstances, of course he wasn't. Max reminded Ben that his help would really make things easier on Gwen, and it would probably help his own growing needs as well.

As Max headed off to get water, Ben stood there, thinking. Any ability he had to resist had been eroded away by this point.

He was already stroking himself to the sight, anything passed that was just a drop in a bucket at that point. But he also knew that after two hours with Max, his own, smaller length and near nonexistence of experience would probably make him a disappointment.

He grinned as an idea crept into his mind...

Gwen perked up at a sound from outside the door, and looked with confusion as Ben entered. She knew it was Ben, she could see the Omnitrix symbol on the alien form's chest, but didn't recognized the alien.

Ben had been intending to become Four Arms, eager to see what the strength and size of that form could do.

And while he the Omnitrix had shifted into a somewhat physically weaker form, they had also been put into one with even more aggression. Ben's desires had already started to overwhelm him just as a human, but as Rath, he had truly no control.

The tiger like alien pounced on the bed, spinning Gwen around like a rag-doll and pinning her down beneath him. Gwen's eyes practically became hearts when she felt the thick, powerful fifteen inches slap against her soft, pert butt.

She'd toyed with her ass before, but only fingers until now, and was eager to feel what this form could do to her. Rath's cock slammed into her ass without hesitation, forcing its girth into the tight, puckered hole with no mercy or lubrication.

Given her body was mana based, it was unlikely that she would be hurt at all by this, but the knowledge that Rath wasn't likely to have even considered that send a shiver of arousal through her body, followed by a flood of pleasure as Ben began to utterly abuse her asshole, pounding her with more strength and size then Ben could possibly have achieved as a human.

The alien's feline like traits did seem to be universal across their body, and so included the barbs along the base of their cock.

Said barbs began to jab hard and painfully into Gwen's cheeks and even inside her ass when Rath finally forced himself deep enough for it.

He gave her ass several rough smacks; the strength of which left her red after only the first, then took hold of her arms to pull back like handles as he sawed into her ass with all the strength he could muster.

Their fun most certainly damaged the bed, and the wall it was set against, but neither had the ability to care about that in the moment, nor the fact that their fun was certainly loud enough by now to be heard for quite a distance from their room.

Rath grunted as he came as deep into her ass as he could force himself, barbs jutting out harder into her sensitive skin as he did and triggering another chain climax for Gwen; who screamed in abject delight as she felt it, eyes rolling back in her head briefly as she felt it. Ben kept going at it like this until he reverted back to human form.

Thankfully Rath had already pulled out and hadn't started back up yet, so a round had not been interrupted. Ben tried not feel disappointed by this, but when Gwen so self evidently was from the look she gave him, it was fairly hard not to be.

Were Gwen in her right state of mind she would have tried to assure him that she didn't mind, but she was deep in the midst of a heat spell and just wanted more pleasure; pleasure that she could not get from Ben as he was currently.

Ben tried to keep going as he was, and even managed to keep her semi-stated, though only by using her own toy on her back door while he pumped into her from the other side. But it was clear pretty quickly that this was little more than stalling for her, and she was never going to be satisfied by it.

Much of a painful hit to his self-esteem as it was, there was nothing Ben could do about it until the omnitrix recharged. The sound of it being ready for another use was music to his ears, and he slammed down on it to transform faster than he ever had in his life to return to Rath.

Gwen squealed with delight as Rath lifted her body off the bed, leaving the dildo in her ass as he placed her against the wall, slamming into her cunt roughly. The positioning made the toy push deeper into her asshole as he thrust in from the other side, her pussy even more sensitive to the jabbing of the barbs than her ass had been.

As rough as Rath was, the wall was even more damaged than it had been before. Max had known this was likely to happen whether Ben actively took part or not, having experience from Verdona, and had stocked up money to pay for damaged as need be.

Speaking of Max, he had finished his rest and return after only a few moments, but had not returned into the room yet, simply watching the cousins go at it like rabbits and unable to help feeling a little proud, if not a little nostalgic at the memories of himself with Verdona. Rath rammed to the base inside of Gwen's pussy, the force of the thrust leaving dents and cracks across the wall.

Gwen's moans grew louder still as Rath set his attention to Gwen's chest, grabbing, smacking, and groping the girl's plump tits, loving how soft and busty Gwen had made herself. They collapsed back onto the bed, both panting, when Ben returned back to human.

Gwen's recovery was only going to last a few moments, and so Max quickly entered the room so they could tend to her together. Ben hesitated slightly at this, but there was hardly any point now that shame had been tossed out the window.

Max sat down on the bed with Gwen's back to him. The anodite girl slammed her ass down hard on his cock, both of them moaning as she practically hilted him in a few swift motions. Ben moved in and lined up to her pussy, thrusting into her from the other side.

Gwen cried out in utter bliss as she was taken from both sides, sensitive body gripping both cocks as she relished the pleasure, taking it all and pleading for more.

Her hips pumped like powerful machines, milking both cocks with all she had. Bed couldn't last nearly as long in human form as he could as Rath, but did all he could to keep up, continuing to grope and pull at her breasts.

With the two of them working together, they were able to keep the lustful beast sated despite their human-ness; at least until they heard the watch recharge once again, ready for another go around.

They didn't immediately stop, wanting to finish their current round before they started with another alien; knowing that none of them, even Gwen, had much left in the tank by this point.

After they brought Gwen over, they gave her little to no time to recover as Ben moved back and transformed again. Not into Rath this time though. Wanting to keep things interesting, Ben opted now for Wildmutt.

Practically drooling, Gwen followed Max's instructions to move onto her fours with her face as low and her hips as high as they could get them; needing to show submission for the canine like alien.

Gwen shivered in arousal with the submission, and did so easily. Her eyes hearted again at the sensation of the powerful canine like cock ramming into her ass from above, walls stretched by the thickness of it; as it was ever so slightly larger than Rath's.

The claws practically dug into the skin of her back, but if anything the added pain and dominance over her brought Gwen over the edge faster.

Seeing how much Gwen was enjoying being so bottom, Max waited for her mouth to be wide open with her moans before stuffing his own cock into her mouth.

She gagged hard at the sensation of her throat filled by his cock, her head forced down as roughly as it could go.

Possibly because of how extremely powerful she was now as an anodite, the sensation of being a submissive bottom bitch had her cumming like a facet as Wildmutt and Max pounded her from either side.

Max grunted as his climax hit first, unloading down Gwen's throat. She took it happily, following him over the edge and practically going limp beneath Wildmutt as her energy reached its limit.

The fact that Wildmutt just kept going, using her body like a worthless fuck doll, only pleased Gwen more, weak moans escaping her lips, followed by a sudden cry as her walls were stretched even harder by Wildmutt's knot.

Gwen was pretty sure she was going in and out of consciousness towards the end of the session, but the last conscious memory she had before truly passing out for the night was Ben, in human form again, holding onto her, member hilted inside her like she was a cock warmer as he rested.

She smiled, holding on tight to him as they drifted off to sleep. It was going to be an interesting summer.


	2. Chapter 2

**Notes for the Chapter:**

> A note to those who would prefer Max not be included: please remember this is a request story, and it's not actually up to me whether or not Max is included, and having been given the requests for future chapters already, I can confirm that he is in it quite a bit. Personally I'm neutral on it, but if you're actively against, be warned that Max's involvement doesn't look like it's gonna go down much. Moreover, this following chapter specifically will involve things getting much... rougher. So fair warning going forward.

Ben woke to the smell of a latte. Apparently over the first week or so of their trip, Gwen had noticed Ben always needed his morning latte to wake up properly, and so had made it for him so they could get an early start. 

He thanked her, and as he drank it, he could tell that that there was more than just milk and espresso. Course, he could have guessed that from the slickness of her fingers and the moist trail running down her leg as she handed him the cup. 

He downed it happily, enjoying the sweetness that Gwen's juices added to it, and with his brain and body fully wake, activated the omnitrix to begin their fun. Gwen smiled eagerly as he shifted into the form of Cannonbolt, member fully erect in mere moments. 

It wasn't as large as Wildmutt's, but it was far thicker and with rounded sections; making it similar to that of a beaded dildo. 

Gwen drooled at the sight of it, and didn't waste any time with foreplay, slamming herself down hard on the length. Both moaned out hard from Gwen's aggressive pace, hips pumping rapidly to ride with as much speed as she could. 

Given her body was made of mana, it could go remarkably fast, and moreover could handle the size of the rod without much pain; what little pain she did feel only making it better. Her legs locked tight around Ben's waist to help her move faster. Ben groaned, knowing he wouldn't really need to move for this. 

He laid back and moaned as Gwen basically used his alien body as a living sex toy, practically riding him into the sunset like a stallion. They kept at it for nearly an hour before Ben returned to human form. Gwen had gotten off a good three times, enough for a morning warm up, and happily proceeded to take a shower. 

While she was in the shower, Ben got dressed and started the day. He saw Max and, curious, asked him where he had gone the day before; as while he and Gwen had been rutting, he had noticed Max leave the RV and not return for a good few hours. Max gave a small smile and began to explain. 

Over the week, it had become more and more clear that Gwen got off heavily to submission if not out right humiliation. The problem was that there was a limit to how much she could experience, given how powerful a being she was now. 

But Max, or rather Verdona, had a solution for this. A Null Runic Charm. 

It looked like a bracelet with an interesting design, but had the function of blocking out all magical abilities. If placed on Gwen, it would leave her as functionally a real, normal human, with no ability to cast or use mana even if she wanted. 

They wouldn't actually put her in any real danger of course, but the knowledge that they could would be all they needed to satisfy her. Ben grinned eagerly, having grown equally fond of being dominant as she had of being bottomed. 

They happily went to Gwen as she left the shower and presented the bracelet to her. She was slightly confused at first; though that morphed into excitement as they explained what it was for. She had been using some of her mana to experiment with altering her physical body, leaving her chest a size and a half larger than normal. 

Rather than return them to normal, once the bracelet was on, she was simply stuck with them, unable to change them back to normal until such a time as the bracelet was removed. 

There was an initial rush of nervousness at the sensation of trying to use her magic and it just not work, but she smiled eagerly at what Ben and Max had planned for her. Said grin only grew larger later on when she was able to convince the two of them to make a stop at a store. 

They weren't quite sure what Gwen had been intending to get until she returned to the RV in perhaps the sluttiest outfit any of them had ever seen in their lives, looking like a legitimate hooker with even her makeup done up all whorish. 

Ben's jaw fell open as he saw this, and made no move to stop her as Gwen sauntered over, dropped to her knees, and took out his member to tend to him. Max chuckled as he heard Ben start moaning, getting the RV moving towards their destination. 

Ben put his hands on the back of Gwen's head, forcing her head down hard on his length, forcing her to take it all the way to the hilt. He felt Gwen moaning around his member as he used her throat as a fuck toy, his own getting louder as he forced h

er head back and forth along his member, enjoying every moment of the fun. Gwen's mouth and throat managed to milk two climaxes out of Ben by the time Max got them to their destination. 

Looking out of the window, Gwen realized it was a rest stop; a very dirty, cheap looking one. There were plenty of trucks outside, and a number of actual, real prostitutes outside dressed not too different from Gwen; though looking much, much worse for wear. It was seeing this that made Gwen realize what Max and Ben were planning. 

Whether it had been their plan from the start, or if they had decided to do this after seeing her new outfit, Gwen wasn't sure. An uneasy, nervous arousal spread through Gwen as Max instructed her to charge anyone who wanted a turn with her one hundred dollars, then opened the door for her to get to work. 

It took barely a few minutes of Gwen being out there for the men at the rest stop and noticed and began forming a cue up for her. 

Seeing 'night workers' around the place was nothing out of the ordinary of course, but seeing one so young, healthy, and attractive drew quite a bit of interest from the men; even with her comparatively high price. Ben and Max could hear the sounds from Gwen's work from outside the room a decent distance away, and with each man paying a hundred, Gwen was racking up a hefty amount. 

In less than an hour, Gwen was passing 1k, and was now taking a few men together in groups to try and get through the shockingly long line faster. 

Said line was noticeably building some ire from the regular 'workers' in the area. Ben couldn't decide if this was funny or just depressing, and so focused his attention on Gwen, entering the line himself for a turn with his currently more or less helpless cousin. 

When he worked his way through the line towards her, he found his cousin looking more exhausted than he'd ever seen her. 

Without the near infinite energy mana provided her, she was having to handle this absurd amount of rutting with naught but the body of a normal human. She could hardly move, and could do nothing to stop Ben rolling her over and having his way with her tight and already full several times over asshole. Before they left, Gwen ended up servicing over forty different men-or at least had been paid and given service as many times. 

She had thus made $4200, which she provided to Max practically beaming; seeming prideful of what she'd accomplished even while worn out and cum coated. 

Gwen had been expecting to get the night to rest before they were back at it again with more. She was surprised to find them not only not get a room at the rest stop, but not even stay to sleep in the RV. The moment they were back in, it was back on the road. It seemed that the trucker encounter had only been Max's half of the night's fun, and now it was time for Ben's idea. 

After exiting the shower she had needed after the rest stop, Gwen found that they were at an extremely shady looking bar. A series of motorcycles were lined up outside, and while Gwen had been gone long enough not to recognize them, Ben and Max recognized the marks on them as the marks of a well known criminal gang. 

They were known for quite a lot of... not very good things, and bringing them all in was certainly on the agenda for the night. But, while they had a genuinely dangerous group of people known for their brutal treatment of people behind closed doors, Ben had apparently decided to have a little fun. Mind you, Max had a sort of kill switch for the whole situation. 

If things turned truly dicey or went to far, a press of a button would undo the bracelet, and Gwen could sort the situation quite literally with a thought. But Gwen did not know that this backup plan existed, and was left with shaking legs as she was walked into the bar by Ben-who'd taken on the form of Diamondhead. 

The gang members were weary at first, recognizing the crystalline alien as one of the alien heroes, who'd been around, some of whom they'd even had fights with before. But upon realizing he was there to do business, they began to relax, paying a sizable 10k for a night with Gwen all to themselves. 

They normally wouldn't have accepted such an inflated price, but they weren't keen on arguing with a man who could effectively produce infinite swords from his bullet proof body. 

They were all told to be as rough as they wanted; hell as rough as they could physically get, and sending a shiver of fear down Gwen's spine, Ben proceeded to leave.

Her logical side knew that there was no chance in nine hells that Ben and Max had legitimately just sold and left her there-and indeed both of them would have eyes on her for the whole night-but she couldn't help the instinctive fear of the situation; or the reflexive wetness that came from it as she was dragged practically by her hair to the backroom of the bar. 

But of course, Ben wanted to watch Gwen enduring his task. So as soon as he was out of sight, he waited for the Omnitrix to time out and then back in. He lucked out, and it only took fifteen minutes for him to have access to another transformation. 

He selected Ghostfreak, and with the invisible, intangible form, passed through the walls of the bar to see what had become of his cousin. Gwen was laid across a table when Ben moved in to watch, one of the female members of the gang having taken a seat on her face while one of the men pounded into her still tight cunt. 

Growing more excited, Ben used Ghostfreak's powers to rush in and possess the leader of the gang. When the two members currently using Gwen reached their peaks, pumping her full and soaking her face, the 'boss' approached the table and roughly knocked her off of it onto the floor. She yelped in pain, whimpering as Ben pulled her up forcefully. 

He held her up by her legs, holding them apart with the possessed body's powerful nine inch rod lined up to her ass and her soaked cunt pointing to the rest of the gang, “This bitch was expensive, and we don't have too long with her. Lets really enjoy it~” He said with a malicious grin. 

A few seconds later one of the other men had lined up to her pussy. Both thrust in roughly, Gwen's cries starting up again as she was pounded from either side. Ben's hand found Gwen's neck, gripping and starting to dominantly choke her as she was double stuffed. 

Her eyes practically rolled back in her head as she took it, body long sinced overwhelmed from everything that had happened over the night. Neither of the men pulled out when they came, grunting as they unloaded into her from either side. 

Both pulled out, letting Gwen drop onto her knees on the floor. Near instantly another of the gang member's cock as slamming into her now unoccupied ass, and as soon as her mouth opened to scream, it too was plugged up. 

Ben took the belt the man he was possessing had been wearing and began to beat Gwen's back with it, adding more pain to her fun as he urged the men to rut the expensive bitch even harder, to keep going. 

As he did, he noticed that the female members were looking at Gwen not just with lust-though among them it seemed impossible for them to fully dislike the show-but also hatred. Grinning, he approached, and told them that they could show the little whore her place if they wanted. 

Maybe it was because Ben was possessing the boss, and the women had taken it as a sort of order, maybe the woman really had just been holding back a lot of desire, maybe both. Whatever the reason, even Ben was surprised by the amount of zeal the women showed as they moved in around Gwen, beating and insulting and spitting at the girl as her body was used. 

Ben quickly left the man's body, passing through the ceiling to watch the show safely from a hole in the attic while he waited to time back in. He took out his member and began to stroke himself as two of the female members held Gwen's legs apart, the third spitting on Gwen's face before bringing her boot clad heel down on her cunt. 

Rorkus laughter sounded in response to her yelp. Three more rough boot stomps followed, the woman grinding her heel into Gwen's poor, abused cunt, then forcing part of her boot fully inside of her. 

Ben watched as Gwen was pulled up onto a pool table with her legs spread apart, jaw dropped and member throbbing as he watched the women force the billiard balls into her cunt and even asshole like absurdly oversized sex beads; somehow managing to force all sixteen inside against Gwen's objections and roars of pain; though her body shook from a forced orgasm at the treatment. 

The women laughed and beat her ass with the pool cue before attempting to use it to force the balls deeper into her like a perverse game. 

Gwen's screams were muffled as her face was pressed against the ass of one of the women, her strong thighs locking around her head as she ordered her to put her tongue to good use. 

Gwen, hoping that making her cum would make them stop, buried her tongue deep into the woman's anus, working the hole as well as she could as the pool cue rammed the billiard balls deeper into her sore body. Ben watched this all as he jerked himself, groaning as he came to the abusive sight. 

Panting, he realized that the omnitrix had timed back in. it may well have done so a few minutes ago actually. Ben couldn't help but snicker as he headed to the window and waited before transforming, giving the gang members a few extra minutes to satisfy themselves with Gwen. 

By the end, every one of them seemed happy. The woman who'd cum from her tongue twice now perhaps a little too happy, as she left to retrieve a knife, either to mark Gwen's body as a reminder of the night, or perhaps more. 

Gwen would never have to find out thankfully, as the knife was snapped effortlessly by Diamondhead's crystals as the alien entered the room and picked her up. 

Despite the roughness of the crystal stone body and the sounds of the violent battle that followed as Ben set to taking out the gang for the cops, Gwen fell asleep in Ben's arms. 

When the gang members were taken care of, Ben carried her to the RV, returning to normal shortly after. 

With both Max and Ben's challenges removed, Max removed the bracelet from Gwen's body. Mana would heal it physically as she slept, but mentally she would remember how it had felt. Not only was it fun for her, but it would also serve to humble her. 

And when she woke, they could have even more fun together.


	3. Chapter 3

Gwen woke early in the morning, as she usually did, but today decided to leave her body behind, moving as a sort of anodite mana spirit through the RV to Ben's still sleeping body. 

With a mischievous grin, Gwen floated down to his body and vanished into her, her own mind taking over in place of Ben's, which was not awake or ready for something like this, and couldn't even put up a fight; leaving Ben to just assume he was dreaming as he found himself in Gwen's body rather than his own, unable to wake or move. 

Gwen, now piloting Ben's body, got up from the bed and went to eat breakfast with Max. Max simply smiled, none the wiser of what was happening. After a few minutes, Gwen had made one of her morning lattes for Max, who downed the physically stimulating remedy she referred to as a latte happily before following her without question to her room, finding her body still sleeping in bed, Ben conscious within it. 

Gwen leaned down, kissing Ben, who found that he was able to return it from within Gwen's body; both finding it more than a little odd to do such a thing with their bodies swapped, but Gwen enjoying the kinky delight and Ben still too out of it to properly understand what was happening. 

His confusion turned to worry when Gwen replaced the lips she'd been using with a cock, pushing Ben's member into her mouth and moaning happily at the sensation of a warm, wet mouth around 'her' cock. 

Ben couldn't gag or retaliate in any way as he was practically suffocated by Gwen using his body to grab her own body's head, moving into position to begin all out skull fucking it; Ben feeling it all as she did. 

But that swiftly became a low priority issue as Ben felt Max lining up to Gwen's ass. More than a little hyped up from stimulating elixir, and perhaps not fully understanding that Ben was indeed inside Gwen's body, didn't hesitate to slam into her asshole. 

While Gwen was more than used to far more intense sensations, Ben had never taken something like this before, and found himself trying to scream from the overwhelming sensation as he was rutted. 

Pain was eventually overtaken by pleasure thankfully, Gwen's body and Ben within it enjoying the fucking as they were spitroasted. Gwen grunted, cumming down her throat and continuing to thrust, forcing the seed down her own throat. 

Ben was now too lost to the pleasure from Max's member utterly abusing Gwen's ass to be too bothered by Gwen's roughness now, tensing up and shaking at the surreal pleasure of an orgasm as a female. As Gwen pulled out, Ben found 'herself' able to move now, properly controlling Gwen's body instead of merely being trapped within it. 

Which hardly mattered mind you, as her legs were pushed back over her head by Max, rutting her in an aggressive mating press until he unloaded hard into her ass. Ben cried out as she felt it unloading into her, as it felt far more intense than she would have thought from how easily Gwen always took it. 

Using an Anodite as a benchmark may not have been his wisest move. As she asked if she could have a break to recover, Gwen grinned, using the omnitrix-which also felt more intense than Gwen had been expecting-to take on the form of Fourarms. 

Ben's eyes widened in shock, excitement, and fear as she saw the red alien's two, turgid, massive members, most definitely not meant for a human body to take. 

Ben couldn't even try to escape before Gwen had snatched her up from the bed, holding her with all four hands by her ankles and wrists, keeping her body spread out as much as possible as he slammed both members up hard, penetrating both rough, powerful cocks into Ben's asshole and cunt, stretching them harder than any human could have. Ben screamed out at the feeling as her body was practically deformed by the two enormous rods, stomach bulging from the size of the cocks inside. 

Her body was forced down hard with each powerful thrust up. Ben's eyes watered as her tongue lulled out, overwhelmed almost immediately by the literal otherworldly rutting. 

Max simply assumed that Gwen was feeling particularly submissive, or perhaps still drained from the intense challenges they'd put her through before. Whatever the cause, he didn't question it until Gwen brought one of his hands down hard on Ben's ass, telling her to introduce herself. 

It was difficult for her to do so, as Gwen was intent it seemed on fucking her even as she tried to speak, but she managed to explain what was happening, that it was actually Ben inside her, and Gwen was piloting his own body. Max was a little surprised by this, but not shocked. He simply chuckled, asking Gwen if she minded him still going with them. 

Gwen grinned happily, and agreed to let him; though first wanted to go outside. It was cramped inside the RP as Fourarms, and so, with Ben still on his cocks, Gwen forced her way outside. 

With a sigh of relief at the freedom, Gwen changed the position, moving Ben down so her body was nearly at a right angle, legs held apart, arms pulled back as Max took her head and thrust his own member into her mouth. 

Ben's descended deep and hard into ahego at the overwhelming intensity as all three holes were pounded with nothing resembling mercy. Fun like this, this was why Gwen had come back from Anodyne~ 

Max came repeatedly, Ben forced to swallow it down each time with Gwen's mouth as her body milked Gwen's Fourarm cocks for all they were worth. It took a full hour to bring Gwen over the arms, and with a roar that sent the birds fleeing, Gwen unloaded into Ben, filling her body up many, many times over what it should have been able to hold. 

Thankfully, Gwen had no actual intention of leaving her cousin broken, and pulling him back from the depths of ahego Ben had been fucked into was little more than a rush of mana and a flick of the wrists. As Ben was pulled back, something occurred to them that they'd been too busy being fucked raw to realize before. 

“Hey,” Ben questioned, “How the hell are you still Fourarms?” 

Gwen hadn't timed out in all this time. With a cheeky grin, Gwen explained that, partly through mana and partly through being brilliant, she'd figured out how to unlock the master control on the omnitrix. 

“Promise to do exactly as I say, and I'll switch us back, and unlock it for you~” Gwen purred. Ben agreed immediately, and they returned to their original bodies, Ben returning back to human from Fourarms. 

Deals with Anodites were bound by magic, and Ben knew it, so there would be no disobeying. But thankfully that was true for Gwen as well, who with a few brief sentences, some in English, some in languages Ben didn't recognize, activated the master control. 

With a smirk, she said, “Omnitrix, Ditto.” 

Ben's body shifted immediately into the duplication powered alien, and at Gwen's order, he divided into four. 

“Omnitrix, human woman.” One of the four Ditto Bens was reverted back to human; a rather beautiful brunette female; perhaps the body Ben would have had if he had been born female. 

“Omnitrix, Nemuina Queen.” Another of the Ditto Bens shifted into a short, but beautiful winged fairy like alien Ben had never seen before. The remaining two Bens were shifted into two aliens Ben had also never heard of. 

Gwen called them Elves, but they were nothing like the Elves they'd found in that cursed christmas themed town before. 

Gwen explained that the short, blond, slender, D cup breasted, snow white skinned elf woman that one of the remaining Ben's had been turned into was referred to as a High Elf. The taller, blond, dark skinned and even bustier version that the last remaining Ben had become was evidently a Dark Elf. 

The female, human Ben was thrown to Max, who proceeded to pin her against the RV, mana from the 'latte' still aiding him to pound her with all he had. It seemed that the links Dittos shared was maintained even now that they'd taken on different alien forms, and all of them felt what each other felt. 

Gwen watched with amusement as the legs of the two elves wobbled from the rough fucking the human was taking, the fairy like alien dropping to the ground and, unknown to her, began releasing a sort of lustful chemical into the air around her. 

Gwen did know it though, and knew that she would not need her attention for the time being. She turned to the two elves, and with one of the simplest spells she had learned back on Anodyne, sprouted a thick, solid, sixteen inch member. 

High and Dark elves were evidently exclusively female, as Ben could find no other reason why he'd have been turned female again by this transformation. And just when he'd come to terms with that, he looked up and found Gwen's new futanari form. She barely had time to gulp before Gwen pinned the dark elf Ben to the ground on her fours, slamming into her tight cunt without mercy. All four moaned even louder, as again the pleasure from each was felt by each simultaneously. 

Giggling, Gwen's hair began to shine and flow like an Anodite's true form, then blurred and stretched out towards the High Elf Ben. 

It had formed a sort of tentacle by the time it reached her, and rammed deep into the high elf's ass without warning, sending another wave of pleasure through the four of them. The fairy queen was practically catatonic by the overwhelming pleasure of the other three flowing through her body, and was utterly unprepared for what came next. 

The lustful chemical she was releasing into the air had no effect on humans or indeed most of the species in the area. It did however effect felines. 

Ben hadn't even noticed the stray cat approaching her until it pounced, solid, lustful member ramming into her small, tight little cunt; the difference in size as well as the feline barbs making it more than a little painful as she was drilled into the ground by the tomcat. 

Gwen noticed and giggled, giving a simple, “Good kitty~” In response as she fucked the elves even harder, forcing all four Bens to experince the ever growing, ever mounting stimulation from each other all at once. 

They hardly lasted ten minutes before they were practically unconscious, the dark elf's tight body having milked a powerful orgasm out of her futanari cock, filling the dark skinned delight up. Looking over, Gwen was disappointed to find that, while the human woman Ben was practically unconscious, so to was Max. 

The fairy queen had been so pumped full of feline cum-the feral cat's member simply refusing to soften-that it burnt out the ditto's duplication, and it returned to the others, leaving only the other three. 

Gwen giggled as she cast her futanari spell again, giving her a second cock as she had had as Fourarms, shifting the dark elf into a piledriver position to slam directly down into her, fucking her into the dirt as her tentacles spread out around the high elf to fuck her from all sides. 

She wanted more, needed more if she was to be sated. The two elves' moans could be heard for miles, unintentionally triggering a string of sexual encounters in random people who heard it-a side effect of the alien's lust voice-as they were drilled together. 

Gwen was determined to leave both elves just as full of cum as the feral cat had left the fairy queen Ben. It took another several rounds, but she managed it; by which point both had their energy burnt out, reverting them back to the last of the Ben's, the human female. 

She was practically in a lake of her own cum by now, having felt everything the others had felt, though taken none of the physical strain, hence still being up. 

Still riled up, Gwen practically flew to her, lifting Ben up and locking her cousin in a full nelson position, arms keeping her legs up as her cock pounded to the base inside of her cunt, grunting with the effort as she drilled her. 

Ben was barely conscious anymore, mentally far, far off in the lands of nirava from all the pounding she had taken across so many bodies. Ben had no idea how long her body was used, or how full of cum she was left by the end. 

All she knew was that Gwen helpfully cleaned her off/out with magic before turning her back, and true to her word, left her with the omnitrix fully unlocked. Gwen rested off the fun happily, eager to see what Ben would do now that he had full access.


	4. Chapter 4

It turned out to be a less than stellar idea to give Max the magical elixir that Gwen had been giving to Bed. Being entirely human instead of just mostly, it turned out to overtax his body quite a lot. 

Thankfully, when they got him to the hospital, they confirmed he was and would continue to be fine, just needed a little rest. Gwen still felt guilty for having risked it, but Max reassured her that he was fine, and even encouraged her and Ben to go have some fun together while he rested. 

With his encouragement, Gwen smiled and headed off with Ben. Finding a room in the hospital not currently being used by anyone, Gwen put a mana rune on it, a perception filter so no one would hear anything happening inside, and while they'd still know there was a room there, no one would think to enter it for any reason. 

This done, Ben and Gwen independently collected what they felt they would need for their fun while they were here. 

Gwen went simply, finding and dawning a nurse's outfit with nothing underneath, her figure alone making the professional uniform look shamefully slutty in the best way possible. Ben however had become Ditto, shifting into three before one of them shifted into an XLR8 and blurred out of the room, returning mere moments later with a back of supplies. 

Said supplies contained several sex toys and what looked like defibrillators from the hospital. The other two Dittos had, in the meantime, shifted already into Frankenstrike and Upgrade. 

“I believe we can start out experiment now nurse.” Frankenstrike said with a smirk. Gwen grinned eagerly, happily approaching as the Upgrade Ben absorbed, combined, and upgraded all the devices he had brought in, binding to a nearby chair as well. Frankenstrike picked up his 'nurse' and placed her into the chair. 

Once in the hair, cuffs locked around her ankles and pulled in either direction, forcing her into a near perfect split as two dildos, both fourteen inches and unreasonably thick, jutted up to slam without lube, warning, or mercy into Gwen's pussy and asshole, unguarded between the dress like bottom of the nurse outfit. 

As she cried out and moaned, Gwen saw Frankenstrike take out his cock; identical in shape and size to the toys pounding her body so ruthlessly. Identical in another way to, as the two mechanical cocks began to release electrical pulses as they drilled up into her, shocking her body painfully in her most sensitive areas. 

Clamps sprung out from the chair, pinching hard on Gwen's nipples and sending similarly intense jolts through there as well. As she screamed, Gwen's head was gripped and forced down hard onto Frankenstrike's cock. 

She moaned hard around the cock, which shocked inside of her throat as well as he hammered into it with inhuman strength, the two Bens pounding her from all sides possible now. Gwen came hard and repeatedly, one climax flowing into another from the blissful mix of pleasure and pain. 

Her throat was flooded with Frankenstrike's cum, the alien form grunting with the release. Gwen had lost track of the third Ben, the one who had previously been XLR8. 

Unknown to her, he had shifted into Buzzshock, and vanished into a power outlet to absorb energy. Now, he returned, having stocked up enough energy to multiple further, going from one to three Buzzshocks. One moved to Gwen's clit, sending a shock directly into it through his teeth as he bit down and tugged on the sensitive nub. 

The others lent their shocks to the clamps on Gwen's nipples, thrusting their members against her soft mammaries, shocking them as they fucked them. 

Only when Frankenstrike had reached his third release did they stop, if only long enough for them to change position. The chair lost its chair shape as Upgrade moved Gwen's body around, keeping her legs spread apart, but now keeping her aimed skyward, thrusting the dildos she'd been taking into her mouth, forcing her to taste her cunt and ass as they pounded her throat. 

Now, Frankenstrike lined up to and hammered down into Gwen's ass like a piledriver. 

Two of the Buzzshocks were absorbed into the Upgrade, giving it more energy to shock Gwen's nipples and throat while the third crawled up and got into position to fuck her pussy. When she came, her juices spilled over her own body, the same happening with the alien's thick seed as it overflowed her two holes. 

Ben grew more riled up across his various bodies, intent on seeing just how much pleasure and agony he could put Gwen's body through, experimenting in different positions. 

Turning her onto her side with her leg high as the forms spit roasted him, bending her over the chair to pound her doggy style while Upgrade hammered up hydraulically from below, Buzzshock holding onto her head to thrust into her throat, choking and shocking her with a seemingly never ending torrent of seed. 

One that worked particularly well was Upgrade giving Gwen impromptu piercings, a metal rings through her clit and nipples that conducted electricity and let even stronger shocks surge through her most sensitive areas, Buzzshock and Frankenstrike pulling on the rings like handles as they fucked her throat and asshole, flooding her body inside and out with electrically charged cum. 

Through the Ditto link, Ben was growing more and more exhausted, but wanted to keep going, and got a delightful idea. The Buzzshock surged into Frankenstrike the way the form could with any machinery; Upgrade doing the same and assimilating the cybernetic half of the alien. 

Gwen, lost to the ecstasy of pleasure and pain, barely registered the hulking, electrically charged chimera before her as it slammed both of its twenty inch rods into her, assaulting her womb and anus with even more intense shocks as metallic cable like tentacles surrounded her body, squeezing it and locking onto the rings to send direct electrical currents into. 

Gwen couldn't even tell where one orgasm stopped and a new one started anymore, decently sure she was trapped in a single consistent release that wouldn't stop so long as Ben abused her body like this. But a form like this could only last so long, and he would need more energy to keep going. The chimera sent out another mechanical tendril to the power outlet. He had only been intending to draw some energy to keep himself up and moving. 

But so focused was he on Gwen, that the Upgrade part of him instead assimilated the entire power network. He didn't realize it was happening until all of the power, all of it, was routed directly to his body, his hammering harder and faster than he had been physically capable of before, electrical shocks ramping up so much the energy could be seen in the air around Gwen's body. 

If Gwen hadn't marked the room with a rune for silence, her screams might have been heard all the way back on Anodyne. This was the first time since she'd come back that she was truly overwhelmed by the pleasure, even with full access to her mana. 

Ben released the connection as he came, releasing a torrent of cum the likes of which Gwen didn't think was possible for any of the three aliens Ben had become. He collapsed on top of her, shifting back to a single, human body, and they panted hard together. 

Gwen was truly exhausted for the first time, not counting her time trapped as a human, but she repaired herself with mana easily, proving that, while he had finally outdone her body, he'd not outdone Gwen herself. 

While this was a relief for Ben, he couldn't help but feel unaccountably disappointed. Gwen simply chuckled, pointing out that while dehydration wasn't an issue for her, it still potentially was for Ben. 

He nodded, pushing the thoughts aside for now as he headed with Gwen to get water; and perhaps get washed up as well given the ungodly mess they had made.


	5. Chapter 5

Fighting with the DNAliens, while frustrating when they got the drop on them, ultimately proved comical with Gwen's true Anodite powers. 

She was surprised by how powerful the highbreeds seemed to be however, and so when they had finally defeated one without it fleeing and blowing up the area, Ben was quick to scan it with the Omnitrix, allowing him to take on the new form. 

He didn't get a chance to test it until later that night, when the work was sorted out, potential threats all taken care of, and camp set up with magic. While Gwen ate-something she didn't technically need to do anymore but was quite fond of doing now and again-Ben decided to test out the new highbreed form. 

He had seen what they looked like and were capable of from the outside, but it was another matter to experience it from the inside. He ran, lifted stones, and punched trees to rest out the strength of the hightbreed, which proved stunningly stronger than most of the forms he was used to. 

He also discovered how to use the two tentacles concealed within the body, and while he wasn't sure what their actual use was, knew full well how he intended to use them. Eager to see how Gwen would fair against this form, he went back to camp. 

Gwen could hear him approaching, but didn't think much of up until she felt his larger, highbreed hands lifting her up. Tentacles sprung out under her clothes and tore them from her body as she felt his member between her legs. 

As one would expect for a creature of such size, its member was proportionally large, standing a solid twenty two inches long and damn near five thick, by far and away enough to utterly destroy any normal human. 

Gwen was no mere human of course, but still moaned in delight as she felt her cunt stretch and stomach bulge as her body took the massive rod inside. 

Ben grunted, increased sense of smell letting his experience the smell of her arousal more intensely than he normally could. Gwen moaned louder as Ben forced her body down harder on his rod, forcing her down to the base with ease thanks to the increased strength; despite how impossible it should otherwise be. 

As Gwen cried out in delight and bucked her hips for more, Ben moved to a nearby tree. He braced Gwen's body against it, tentacles extending out, stripping her shoes off like her clothes and locking around her ankles to help hold her up without needing to use his hands. 

So long were the tentacles that even after wrapping around Gwen's ankles, they could continue to extend, both pushing between Gwen's perk asscheeks and penetrating her from behind as her cunt was stretched beyond reason by the highblood cock. 

Gwen shuddered and yelped louder, shocked by how deep inside of her the tentacles were pushing, but hardly able to focus on it with the monstrous cock assaulting her from the other end as well. She put so little thought to it, and was so unaffected by the pain it caused, that she didn't realize just how deep the tentacles were getting inside of her until she felt them pushing inside of her mouth. 

Eyes wide, Gwen realized the tentacles were all the way through her body body, wriggling out passed her lips as her arms and tits practically left indentations in the tree bark with each rough thrust from Ben's highblood form. 

Ben was absolutely loving it, pumping the tentacles hard and moving them around inside, seeing how far he could make the two go in opposite directions without permanently damaging her body; though by now he understood just how temporary an issue any kind of damage to her body would really be. 

Gwen was mostly silent; unable to get any sound out with Ben's tentacles literally plugging her throat the way they were. 

But whenever they moved far enough back for her to get a sound out, it always came out an earsplitting scream; intense enough to make Ben wonder if he should stop; but when he just barely slowed down though, he could physically sense the aura coming off of Gwen demanding he do no such things, carrying with it all manner of horrific threat if he dared stop for even a second. 

Intense and painful as it was, Gwen was as enraptured by it as Ben was it seemed. Spurred on, Ben kept doing, his thrusts threatening to uproot and knock down the tree while his tentacles threatened to literally split her in two. 

Ben couldn't have kept track of the amount of times she came if he'd been trying, and he was far more focused on causing those orgasms than counting them. 

It was nearly an hour before he reached his own limit, pulling out to completely paint Gwen with his release. With cock and tentacles release, she collapsed against the tree stump, panting heavily from the fun, and asking for a few minutes to collect herself/fix any damage to her physical body. 

During this time, Ben was shocked to find how... not exhausted or sexually satisfied he was. After an intense release like that, and with how it had affected Gwen, surely he too should have been worn, but he was still raring to go. 

He supposed he shouldn't have been shocked given how hearty the highbreeds always were in battle. But that was not Ben's only discovery while waiting for Gwen to once again be ready. He also found out the actual use of the tentacles: finding and collecting moisture. 

He chuckled to himself-internally as the highbreed body didn't seem to have the proper organs for chuckling-and decided to see what this would happen if he found somewhere very, very wet to put the tentacles. 

Once Gwen said she was ready again, Ben immediately pounced. Gwen was not caught off guard by the abrupt entry this time; though was a little thrown by the powerful highbreed cock now ramming into her ass rather than her pussy. 

Her pussy was left to the tentacles, which did indeed seem to almost without Ben's active prompting push in deep and begin collecting moisture in the form of Gwen's sexual juices. The result was a sudden and intense surge of lust and energy that Ben had not been expecting nor been prepared for, making him pick up his already bitch breaking pace up even more. 

Gwen could feel it, but words were far beyond her as Ben pounded her into the dirt, literally forming a crater around the two of them as his rutting doubled in pace, then tripled. The more intense he got, the more of Gwen's juices the tendrils absorbed, and the more was absorbed, the more oil was thrown on the fire of Ben's highbreed lust. 

This left Ben deep, deep in an almost feral, endless state of lust that would not be broken until Ben timed out. 

The problem of course being that, with master control active, he *wouldn't* time out. He grunted and moaned and roared and utterly plowed Gwen into the ground. Actually at this point it was more like he was plowing the ground with Gwen's body. 

During their first round he'd been mindful to pull out before cumming even once, decently sure that the amount of cum he was letting out was more than her human body could handle. 

But now, he was too lost to instinct and heat to pull out for anything, pouring load after load of cum down Gwen's bowels until finally, it was too much for her. Gwen was forced to leave the human body, returning to her anodite form, still taking Ben's highbreed cock and tentacles as she did so. 

Ben was so out of it he genuinely didn't even notice that Gwen was now glowing with purple skin and fuchsia hair, nor would he have cared in the slightest even if he had. 

Though she had regrettably lost the ability to feel the pain, the intense plowing did still feel good, and it was worth it to be able to enjoy it with a clear mind and all her true strength. And the more she took it, the more glad she was she had done so. 

Her anodite body seemed to react very, very positively to the ruthless drilling the highbreed was giving, and as the mindless lust gradually faded in Ben's mind, it seemed to build up in Gwen's. 

After two more powerful releases into Gwen, Ben's mind was finally clear enough to realize what was happening. 

And by this point, Gwen had gotten so wound up by it, that she ensnared Ben in mana chains, locking him in a sitting position as she slammed herself down hard on his still turgid member, riding it with all her might; which, now fully unleashed, dwarfed Ben's even as a highbreed. Gwen's anodite form milked whatever was left out of Ben's highbreed cock, not stopping until she reached a powerful, violent orgasm. 

She collapsed onto Ben's highbreed chest, curling up to him as he shifted back to his human body. Tiredly, he reminded her to return to her human body before too long, and drifted off to sleep with her. 

Drifted off far deeper than Gwen it seemed, as when Gwen woke the next morning, Ben was still deep, deep asleep. She tried to wake him, and when this proved impossible without being unnecessarily rude, Gwen grinned and decided to have a little fun, leaving her body once again to enter Ben's mind. 

Not to take over this time, but to enter his dream. Her presence made the dream suddenly more real, more... solid. A lucid dream, but perhaps even more real feeling. 

Looking around to see what Ben had been dreaming about, she found herself amused, aroused, and somewhat proud to find that he had been dreaming about the last time Gwen had entered his mind, dreaming about being Gwen while Gwen used Ben's member to drill him. 

A simple snap of her fingers dispelled the dream Gwen and the dream Ben body she was puppeting, leaving Ben in the form of Gwen, though now pinned on a bed with her ankles and wrists bound to the posts to keep her spread out. 

Grinning, Gwen approached the bed, sprouting a futanari member that seemed to make Ben/Gwen's mouth water. Gwen giggled, wondering why she hadn't thought of sharing dreams like this sooner~


	6. Chapter 6

Charmcaster had thought Gwen was already dead. The knowledge that what she had thought to be a pyrrhic victory all those years ago had in truth been a failure had filled her with rage. 

She'd used that rage to escape the prison she'd been locked up in, seeking to finish what she had started and kill the girl once and for all. Unfortunately for Charmcaster, Gwen was not as low level a magic user as she had been before. 

Far from it, and the might of a fully trained Anodite had Charmcaster beaten down in a matter of moments after the magic using criminal had ambushed the group. Ben and Max weren't with her at the time, as Charmcaster had been hoping it would be a quick encounter, and assassination, not a battle. 

And yet now she was on the ground, bound in mana chains she was finding stubbornly impossible to break. With a smirk, Gwen closed her eyes and held out her hand. With a flash of mana and crackle of magic in the air, a collar formed around Charmcaster's neck. 

It was constructed the same as the bracelet that had been used to nullify Gwen's own magic, rendering Charmcaster entirely powerless. It was marked with her true name, Hope, which only served to enrage her more. 

She tried to lash out again, but her magic was blocked entirely. It was able to stop a full grown Anodite, so someone like her had no chance at breaking through it. 

“I wasn't sure I'd get a chance like this,” Gwen said, letting her clothes vanish from her body, wanting to have a little fun with her would be murderer. Licking her lips, she allowed her form to grow a member, taking on a futanari body. 

Hope's eyes widened slightly at the sight of the foot long cock, thick and hard, ready for pleasure. Gwen gave no further warning to her new slave, grabbing her by her hair and thrusting into her mouth, moaning happily at the wet warmth of her mouth. 

It was easy to see why men loved such things. Hope bit down defiantly. Given she was an anodite, it couldn't actually damage her, though she did feel the pain. And while the pain did in fact do little more than arouse her further, Gwen still felt it necessary to punish such behavior. 

It was unbecoming of a pet. Gwen's mana forced Hope's jaw to move, allowing Gwen to pull her member back and heal it completely, effortlessly in front of her eyes. 

More than just healing it, Gwen increased its size. Hope gulped as she watched the futa cock grow from twelve inches to sixteen, growing an inch thicker as well. 

“You'll have to be punished for that I'm afraid.” Gwen said, unable to keep the delight out of her voice. Not that she put much effort into hiding it. A flick of her hand send a rush of mana at Hope, blasting her clothes off of her body. Mana chains shot up from the ground, wrapping around Hope's wrists and ankles, forming manacles. 

They pulled her down, forcing the woman down onto her fours. Holding out her hand, Gwen summoned a paddle from her and Ben's collection of sex toys, which had started growing more and more as of late. Gwen giggled at the thought of Hope as just another toy for the collection. 

Gwen brought the paddle down hard on Hope's ass, putting all of her natural strength into each smack, giving Hope no time to recover between strikes. Hope tried to resist the pain at first, but soon was too overwhelmed, and yelping in pain with each powerful smack. 

Gwen didn't stop until Hope's ass was bright red, and her legs shaking from the pain. She gave her one last powerful smack before letting the paddle vanish. Hope breathed heavily, her ass stinging hard. She only had a few seconds to relax though. 

She felt Gwen's hands on her hips, then her bitch breaker of a cock slammed into her ass. No lubrication, no hesitation, no warning, and not a shred of mercy. Hope couldn't have held in her screams if she tried, though they were nearly drowned out by Gwen's moans of absolute bliss. 

She'd taken on a futa form before and been with other women, but it had been quite some time ago, and she had forgotten how wonderful it felt. She'd need to do this more often. Now that she had herself a pet, perhaps she'd have a reminder to. 

She forced herself deeper into Hope's ass, each thrust forcing out another scream from the pet, the girth of the magical member stretching her so hard she felt like she would break in two. 

Gwen didn't stop or even slow for twenty minutes strait, and even then only stopped to hilt herself completely, unloading hard into Hope's poor abused ass. 

Gwen sighed happily, then immediately started moving her hips again, wanting to milk another climax into Hope's ass before she stopped. 

Hope's eyes had nearly rolled back in her head from the pounding by that point, but even if she had gone out of it, Gwen wouldn't let her stay out of it. No fun in it if she did. 

Gwen waved her hands, summoning two new paddles, these ones clearly magical in nature. She enchanted the two of them in plain view of Hope so the pet would know she wasn't lying. The moment she was done talking the paddles set to beating Hope's ass of their own accord. 

Gwen explained to her, “Won't stop until you satisfy me with your mouth.” 

She grabbed Hope by her hair, forcing her head back down onto her cock. This time, no biting. No struggle of any kind in fact. Gwen was slightly disappointed that she gave in so easily. 

When she had had such struggles with Sunny, it would take hours and hours for one of them or the other to break. Then again, Hope's throat did feel amazing around her cock~ 

She put both hands onto Hope's head, forcing it down hard in rhythm with her thrusts, utterly skull fucking her. 

Wanting to make it a challenge, Gwen intentionally held back her orgasm, an easy feat given how much control she had over her physical body. 

It took forty minutes of rough throat fucking, forty minutes of having her ass and throat abused, before Gwen finally went over the edge, pumping thick, hot cum down Hope's throat. 

The paddles stopped and vanished, and again Hope had only a few seconds of rest before the mana chains moved again, holding her against the wall of the nearby building. 

Gwen lined herself up now to Hope's cunt, thrusting in with just as little mercy as she had her ass, pounding her into the wall. The two women's breasts pressed together as Gwen rutted into Hope, which only served to rile Gwen up more. 

Hope's cries got even louder than they had been before as Gwen fucked her ruthlessly, her hips beginning to buck reflexively against Gwen's thrusts, her body unable to handle the consistent pain and latching on desperately to the pleasure. 

She didn't want to, and tried with all her might to stop it, but she just couldn't. After a half hour of brutal fucking, Gwen had pumped two orgasms into Hope, who had herself cum seven times. 

Gwen was trying to work Hope to her eighth when Ben arrived, rounding the corner with a, “You're not gonna believe what just happ...ened...” 

He trailed off immediately upon seeing what was happening, deciding that Gwen had quite obviously had a more interesting time than the alien fight he had had while out shopping. 

Gwen giggled at the look of hungry in Ben's eyes when she explained how Hope had returned to try and finish Gwen off. 

After what she had done, Gwen realized that Ben might be even more keen on punishing Hope than Gwen was. 

Ben shifted into the form of Upgrade and, seeing what Ben was going for, Gwen teleported them all into the store they'd been frequenting for sex toys. It was closed now, and had no security cameras, so Upgrade could have free reign of the place. 

The metamorphic alien extended its semi-liquid body, taking in anything and everything that seemed like it would he helpful. Hope hadn't thought anything would fill her with more hopelessness than she'd already felt tonight, but the mechanical monster Ben became truly made Hope's name ironic. 

A mechanical chain latched onto her collar and dragged her into the workings of the machine by her throat. 

Chains, real solid metal ones, locked around her arms and lets and held them apart from her body as dildos, constructed from several toys at once, making them massive, thick poles that could vibrate enough to crack stone, popped out and rammed not only into Hope's cunt, but her ass at the same time, fucking her from either side. Another chain snared around her throat, choking Hope as she was quite literally drilled, paddled mercilessly beating her breasts and legs. 

Gwen watched lustfully, stroking another orgasm out of her futa cock, letting it shoot over Hope's helpless body before she returned to full female. She teleported Max in, wanting him to rut her while she watched Hope being punished. 

Max was a little caught off guard to say the very least, but it didn't take him long to figure out what was happening. He took out his member and bent Gwen over the counter of the store, fucking her from behind so she could indulge herself while watching the show. Gwen lost track of time as they enjoyed the fun, hours seeming to pass. 

In that time, Max reached his limit after nearly a dozen releases into Gwen, which in itself required a little magical assistance. He was better off than Hope though, who dropped like a sack of rocks to the floor the moment Ben stopped holding her up. She was out like a light, and utterly mentally broken. 

Gwen giggled, spitting on the bitch pet's face as a final punctuation for the night. Then her eyes looked to the mechanism Ben had shifted and, not wanting to let such a configuration go to waste just because Hope broke so quickly, happily placed herself inside of it. 

Ben wasn't surprised, knowing how fond Gwen had become of being tormented. Her eyes watered with pleasure as the machine began to choke, beat, and fuck her. 

Wanting to please his cousin even more, Ben continued to upgrade the machine, attaching a metallic clap to her clit and nipples. 

The pain of their pinching already had her thrilled, but the sudden power surge shocks that flowed through them had her screaming until sunrise.


	7. Chapter 7

Ben had been extremely riled up by helping Gwen to punish Hope, and they more or less hadn't stopped for so much as a breather. 

Ben had had to exit Upgrade form on account of the omnitrix timing out, but had kept on in human form, and went right back into it the moment he was able to once again, merging back into various devices. 

Hope had only just regained consciousness, only for the first sensation she felt to be metallic shackles squeezing around her ankles, forcing her legs apart and pulling her in towards the mechanical mess Ben was controlling. 

She screamed out as a massive shaft-which was actually three different extra sized dildos merged into one by Upgrade's power-slammed into her cunt with no regard for if she could handle it. Any noise she made was muffled immediately after by Gwen burying her magic futanari member into her throat. 

Hope, both disappointingly and amusingly, didn't last very long before passing back out, either having had time to get off. Gwen, seeing this, grinned eagerly at it being her turn again. Ben tossed Hope aside and pulled Gwen in, slamming into her just as roughly as she had into Hope; hammering into her her cunt as she stretched it mercilessly. 

At its deepest point, the massive triple member let out intense shocks into Gwen's needy slit, stimulating her more. Gwen's wails of pleasure at this only got louder as Ben attached clamps onto her nipples and clit, sending the same electrical charge into her through them. 

Gwen's hair didn't stand up from the current, Ben realized. Believing he must have accidentally been using too low a level of electricity-despite his cousins wails of pleasure and pain-he amped it up to three times what it had been before realizing that her hair wasn't reacting because her whole physical body was a mana construct. 

Still, the energy level-enough to roast several people effortlessly-seemed to still just bringing the anodite girl boundless pleasure, so he kept it going. 

He could tell he was burning through his energy faster now, and figured he may as well go all out, sending hammering the dildos even faster as several metallic paddles reached out, striking the girl across her body. 

Gwen's eyes glazed over as she came from the intense, overwhelming sensation. Ben followed her over the edge, pumping a thick, viscous release into Gwen's womb before his mechanical body slowed to a stop. 

He disconnected from the machine, and returned to human form; only for Gwen to pin him to the nearby wall and practically engulf his entire length in one motion, her throat feeling heavenly around his cock. 

They kept going for a few moments before they heard a voice nearby. Looking over, both realized they weren't alone anymore. Standing nearby was Verdona, and next to her, Sunny. 

Verdona had enchanted Max, returning his youth and stamina to him temporarily.

He was currently rutting her nearby as they watched Ben and Gwen going at it, Verdona bent over as Max pulled her arms back and thrust forward. 

Sunny had taken hold Hope by her hair, lifting her up by it and slamming her futanari member into her throat, not seeming to care that the girl was blacked out; perhaps even enjoying it on some sadistic level. 

If the sixteen inch shaft she made for herself was any indication, she was most certainly enjoying making it as painful for the girl as possible. 

“L-loved the show kiddos~” Verdona moaned teasingly, “But I think it might be too soon to stop it~” 

Ben smiled at this, picking Gwen up off the ground and turning her around. He pressed his back to the wall for balance as he thrust up into Gwen, letting their little audience see everything as Gwen bucked her hips, legs spread apart for a better view for them. 

She kept herself supported in this position with mana so Ben could use his hands to take hold of the a paddle and flog from the ground where they'd fallen when Ben came out of Upgrade form, the latter of which he used to strike as her chest, the former at her slit to keep her screaming. 

Sunny pulled out of Hope's throat, painting her face and naked chest. The feeling stirred her, and as the former witch attempted to figure out what was happening, she felt herself forced to the ground on her fours. Sunny gave herself an extra two inches before slamming all eighteen into Hope's already well abused pussy. 

Hope screamed at the intrusive entry, eyes watering from the pain as she was plowed into the ground by the rutting. Ben, having thoroughly reddened Gwen's body, dropped the punishing toys and reached instead for the three dildos he'd been using as one before. 

He gave Gwen no warning before forcing the first into her ass with all the care and gentleness of someone hammering in a stubborn nail; her scream of delight turning into a gurgled, muffled groan as he stuffed the second down her throat with as little warning, gagging her on it as the taste of her and Hope's pussies assaulted her mouth. 

The third joined Ben's cock, stretching Gwen for more pleasure. 

It didn't seem to matter how much punishment her body took, every hole always seemed tight as a virgin and just as sensitive. 

Nearby, Max reached his peak, stuffing Verdona for the first time in ages, loving the feeling he had missed for so long. 

Verdona purred in delight at the pleasure, her own climax dripping down her legs as she reached it. She looked over to Sunny and Hope and smirked, sliding off of Max's cock and moving over to her. 

She leaned down to whisper to Hope, “I know who you are and what you've done deary. Ben was kind enough to let you pass out now and then. I won't be as lenient.” 

And with that, a rush of mana surged into her. Hope felt more awake, more clear mentally, and more aware of every pain and sensation she was feeling. She wouldn't be capable of losing consciousness now, and would suffer whatever rutting she was given in full until it wore off. 

Verdona approached Gwen now, reaching to her and seeming to... pull her out of herself, her anodite form coming free from her human body. 

Ben was disappointed at first as he watched Verdona-shifting herself a member to match the size of Ben's dildos-thrust into Gwen's true form, not having been done; only to realize that the human Gwen was still moving and squirming and moaning. 

“Still alive,” Verdona explained, “They're connected, a bit like that alien you call Ditto. The true Gwen will feel everything her little doubles do.” 

Ben grinned and hammered harder into his cousin as he watched Verdona to the same to her magical form. Sunny had only gotten rougher and rougher with Hope as she watched this, loving seeing Gwen overwhelmed and not caring how overwhelmed Hope was by the pounding. 

She smacked Hope hard, telling her to move her hips better; barely noticing how Hope was already a drooling mess against the floor. As seconds turned into minutes, eventually reaching a half hour of rutting, Verdona's spell let up and Hope couldn't remain conscious any longer. 

She collapsed to the ground beneath Sunny, who groaned, bending over her and-if such could be considered possible-getting even rougher with her until she came, bloating Sunny intensely before sliding out of her. 

Just as insatiable as Ben and Gwen though, she simply turned to Verdona, “Can I have a Gwen to fuck to? Pleeeease~? A human one so I can get really rough~” She plead hopefully. 

Verdona thought for a moment before giving a smile and pulling a human form of Gwen out of her Anodite form. Knowing Sunny's tastes all too well, this Gwen was much younger, with shorter hair. 

She was completely naked already, and already collared and shackled for Sunny. Sunny took a more human form as she pinned her Gwen to the ground. 

She'd kept her cock of course; and for more fun, equipped it with rough barbs, like the member of a cat. It only took a few rough thrusts for them to cum together, Sunny much more sensitive and Gwen cumming every few moments down that she was feeling three rounds of fucking simultaneously. 

Sunny's tongue practically lulled out of her mouth in pleasure as she felt this, her hips pumping hard to stuff the small little Gwen's tight cunt, stretching and stuffing and abusing her. 

She noticed the leash attached to the collar after a few solid minutes of rutting; more to the point noticed the way it was laced to the collar. She pulled hard on the leash, making the collar constrict around Gwen's throat, choking her painfully as she fucked her, the borderline lolita duplicate's eyes rolling back in her head. 

Ben had shifted to High Breed form with his Gwen to continue rutting her, abusing her ass aggressively. He waited for her to cum a few times consecutively before letting out his tentacles. 

The appendages naturally gravitated to the liquid, sopping it up before burying themselves aggressively and diligently into her cunt, forcing as deep as they could physically get with no regard for Gwen's structural well being; a pleasure that would have been physically devastating for most. 

And while it wasn't for Gwen, it did still feel it, making her scream and writhe in the midst of the brutal fucking. 

Looking around, Ben saw Verdona having pinned her Gwen against the wall, fucking her like she was attempting to force her through the wall with thrusts alone. He chuckled as he continued to plow into his. 

He only noticed Sunny with her version of Gwen after he'd cum and temporarily bloated his. 

He returned to normal as he looked over Sunny's younger version of Gwen, and for fun offered a trade. Sunny considered it for a moment, then grinned, nodding. 

The two traded, Ben turning into Four Arms to properly *ruin* the more lolita version of his horny cousin, who was quite literally drooling at the sight of it as she was lifted off the ground, her arms and legs held out from her body as he lined up both members to her two, tight holes. 

Sunny grew her member another two inches as she forced the older Gwen onto her back, sitting down and pushing her member between her breasts, ordering her to squeeze them together around her cock. 

Gwen obeyed immediately, Sunny moaning happily as her hips pumped, fucking Gwen's tits happily. 

Much pleasure as it was, what she enjoyed more was letting her precum drip onto Gwen's face, where she was forced to leave it like a whore as her body was used. 

The younger looking Gwen could barely scream as her body was contorted by the two powerful cocks; the size alone being enough to break her let alone the strength behind them. 

It only got more intense the deeper Ben managed to force the two cocks, his cousin's tiny tight body feeling amazing around him; even better when he forced down to the base, the feline like bards at jabbing into Gwen's asshole and pussy, making them even more sore. 

Drops in a bucket at this point, but Sunny could tell from how her own Gwen was writhing in pleasurable agony how intense it was. She groaned, unloading hard onto Gwen's face, painting it and her hair in thick white. 

She pulled way, turning Gwen over and grabbing the back of her head, grinding it humiliatingly into the cum puddle before moving behind her to bury her cock inside her. Gwen only lasted another half hour at that point, the intensity across her three bodies too much even for her. 

The three screamed in unison as they came, Sunny, Ben, and Verdona following her within a few minutes of one another in that order. Sunny, seeing this, gave Ben a smirk. She moved onto her fours, wiggling her hips enticingly as she offered him a ride. Ben grinned at this, shifting from Four Arms to Wildmutt and pouncing on her. 

Verdona moved back to Max, who'd thankfully recovered, and lowering herself back onto his rod, wanting to ride him while she continued to watch; even if there was only so long he could last with a human body. Ben slammed into Sunny's tight, needy ass, stretching it with Wildmutt's thick, canine cock. 

She moaned out hard as Ben rut into her without anything resembling restraint; putting on a good show for the others. Gwen having worn down his stamina though, he couldn't last very long in this form; at least not by Anodite standards. 

After about fifteen minutes, Wildmutt's member began to knock inside of Sunny, stretching her anus painfully before unloading powerfully into her, pumping several hot loads of seed into her. Sunny shuddered happily at the sensation, needing only a few moments to catch her breath. 

Seeing that both the boys would need time to rest for a bit, Sunny suggested a little game ti see who could get the bigger, more violent release from Gwen. Verdona smiled, lending a little mana to wake the girl up. 

Verdona forced Gwen's head down on her cock roughly, enjoying the girl's throat around her rod. Sunny, using magic to replicate the barbs she'd seen on Four Arm's cocks on her own at this point twenty inch rod, slammed into Gwen's cunt, moaning in delight as she felt it. 

Losing herself in the pleasure, her hair lost it's human look and returned to its anodite, mana form. 

It flowed mystically and began to form into a sort of tentacle. It moved down to Gwen, burying into her ass as her member continued to stuff her cunt. 

It pushed deep inside of her ass; so deep in fact that it found it's way out of Gwen's mouth and, from there, stretched out to the lolita form Gwen, burying into her just as brutally. 

Verdona groaned at the sight, unloading hard down her Gwen's throat. Sunny was lost in her pleasure, not seeming to even remember that they were in the middle of a little game; to the point that she didn't even respond when Verdona called out that it was over. 

Sunny kept going until she'd satiated herself, groaning in delight, as she unloaded. Just as she slid out of her, the door opened. All of them had been having so much fun they'd gotten they were doing so in the middle of a store, a store who's keeper had just opened up. 

Verdona acted fast, snapping her fingers to teleport the group away, leaving the shop keep very confused. They appeared in the middle of a forest, Ben realizing that Upgrade wouldn't do him much good here. 

After some words from Gwen, Verdona brought the Gwen she'd been using to Sunny; Sunny moaning happily as she dropped to her knees and took her member almost to the base in her throat in one swift motion. 

Verdona, though, wanted to show Sunny the proper way to use that little tentacle trick. Her hair tendril stretched out to the the older of the two human looking Gwen's, burying into her pussy and lifting her up off her feet as it did so. 

She moaned heatedly as she felt this, loving the magical tentacle abusing her inside so much she didn't even notice that she was being moved, pressed against a tree. 

She noticed it when she realized there were more tentacles no, growing from the tree and wrapping around her limbs. No.. not tentacles, *vines.* 

Ben, unable to use Upgrade, had resorted to Wildvine and merged with the tree. The vines sealed tight, binding Gwen painful to the solid, rough wood of the tree. 

A shiver went up her spine as she felt it, Verdona lifting up the smaller Gwen; pressing their mouths together for a heated and rather kinky kiss. 

Two more vines extended from Ben's Wildvine tree, one burying into the grown Gwen's ass, the other stretching around and doing the same to the younger. 

Like Sunny had, Verdona's mana tentacle found its way out of Gwen's mouth; and do to their position, it immediately entered the younger Gwen's mouth through their kiss, Verdona's member slamming roughly into the younger Gwen's cunt; all three of both of their holes stuffed as they were fucked against one another. 

The group lost track of time quite awhile ago, barely even noticing when the sun was starting to rise. 

Ben wanted to do more, and knew that having multiple Gwen's wasn't a thing that would happen very frequently. 

He was rather relieved when Verdona moved away, leaving the two Gwen's with Ben as she moved behind Sunny, lining up to and ramming into her pussy, fucking her from behind as she fucked Gwen's throat. Ben now had the two Gwens at his mercy. He extended more vines out to hold up the lolita Gwen. 

Wanting to rile up Ben's more sadistic side, the smaller Gwen pretended-quite convincingly-to struggle helplessly in the vine tendrils, whimpering fearfully. It'd have perhaps been more convincing had Ben not seen everything she'd already taken without batting an eye, but it did its job nonetheless. 

From the tree, Ben extended thick, hard wood vines, interlocking them and fusing them together, forming rough, solid cock-like appendages from the trees of solid wood. He could have made them smooth and go in easy, but actively decided against it. 

He formed a second, then pressed the tips of the monstrous, merciless behemoths against the two Gwen's asses. Their eyes widened in genuine shock at the feeling of what they were about to forced to take. 

The top half of Wildvine's body exited the tree, letting his vine like claw fingers extend, then lash out to flog the two Gwen's. They tried out as their bodies were lashed, the older Gwen's breasts and stomach cut into by it while the younger got it on the back. 

Ben didn't stop and gave no further warning before the unholy wooden members surged forward, forcing into the two Gwen's; and *forcing* really was the only word for it, as no amount of lubrication or gentleness could have gotten such a jagged, rough, thick object into such tight holes, especially not so fast. 

The screaming of the two could likely be heard for quite some distance, making Ben hope Verdona had gotten them out far into the forest. 

Verdona watched this show in awe, pumping her release hard into Sunny as Sunny did the same to her Gwen's throat. Neither of them stopped however, and the fuck train only grew as Max, having regained him stamina-much easier in his younger form-lined up to Verdona's pert ass, slamming into her without warning, his thrust making Verdona's into Sunny's much harder. 

Ben couldn't even properly comprehend the pleasure he was experiencing as he absolutely destroyed the two Gwen's with this fucking, forcing in deeper and deeper. Judging from how hard and how constantly they were cumming, Ben could only assume they were in the same boat. 

He let thorns grow across his whip like vines as he continued to strike them both, amplifying the pleasuring pain. 

Ben strained to hold out doing so much for so long, but forced himself to keep going. He formed another two of the thick wood cocks so he could double penetrate the two of Gwen's. 

Ben was determined to keep going as long as he could physically keep doing so, holding in his release as long as possible. 

Gwen's body-or bodies at the moment as the case may be-were effectively rag doll fuck toys at this point, taking whatever rutting was given without hesitation or question, mind too deeply submerged under an ocean of pleasure and pain to even consider anything else. 

When Ben did finally come, his vision went dark as he bloated the two Gwen's harder than she'd ever felt it before. 

They collapsed to the ground, Ben exiting the tree, shifting back to human form and collapsing between them, passing out to the sight of Sunny, Verdona, and Max stuffing the mouth, pussy, and asshole of the third Gwen.

**Notes for the Chapter:**

> Hope this story has been enjoyed. Let me know in the comments where you think I could improve or just what you enjoyed. PM me if you wish to know how to get your own request/commission written.
> 
> I am sinful by nature with no malicious intent, and I'll see you all next time!


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